0000902664-20-001409.txt : 20200304 0000902664-20-001409.hdr.sgml : 20200304 20200304172500 ACCESSION NUMBER: 0000902664-20-001409 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200304 DATE AS OF CHANGE: 20200304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Voya PRIME RATE TRUST CENTRAL INDEX KEY: 0000826020 IRS NUMBER: 956874587 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39691 FILM NUMBER: 20688420 BUSINESS ADDRESS: STREET 1: VOYA PRIME RATE TRUST STREET 2: 7337 E. DOUBLETREE RANCH ROAD, STE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4804773000 MAIL ADDRESS: STREET 1: VOYA PRIME RATE TRUST STREET 2: 7337 E. DOUBLETREE RANCH ROAD, STE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: ING PRIME RATE TRUST DATE OF NAME CHANGE: 20020205 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM AMERICA PRIME RATE TRUST DATE OF NAME CHANGE: 19960518 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM PRIME RATE TRUST/ DATE OF NAME CHANGE: 19960518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 p20-0756sc13da.htm VOYA PRIME RATE TRUST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
 

Voya Prime Rate Trust

(Name of Issuer)
 

Common Shares, no par value

(Title of Class of Securities)
 

92913A100

(CUSIP Number)
 

Saba Capital Management, L.P.

405 Lexington Avenue

58th Floor

New York, NY 10174

Attention: Michael D'Angelo

(212) 542-4635

 

with a copy to:

 

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

March 3, 2020

(Date of Event Which Requires Filing of This Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

 (Page 1 of 6 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 92913A100SCHEDULE 13D/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Saba Capital Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

34,288,4421

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

34,288,442

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

34,288,442

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

23.2%2

14

TYPE OF REPORTING PERSON

PN; IA

         

 

______________________________

1 A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information.

2 The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of November 30, 2019, as disclosed in the company's Form N-30B-2 filed on February 7, 2020.

 

CUSIP No. 92913A100SCHEDULE 13D/APage 3 of 6 Pages

 

1

NAME OF REPORTING PERSON

Boaz R. Weinstein

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

34,288,4423

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

34,288,442

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

34,288,442

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

23.2%4

14

TYPE OF REPORTING PERSON

IN

         

 

 

______________________________

3 A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information

4 The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of November 30, 2019, as disclosed in the company's Form N-30B-2 filed on February 7, 2020.

 

CUSIP No. 92913A100SCHEDULE 13D/APage 4 of 6 Pages

 

1

NAME OF REPORTING PERSON

Saba Capital Management GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

34,288,4425

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

34,288,442

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

34,288,442

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

23.2%6

14

TYPE OF REPORTING PERSON

OO

         

 

______________________________

5 A portion of the shares are held by Saba Closed-End Funds ETF, which will vote its shares pursuant to its Statement of Additional Information.

6 The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of November 30, 2019, as disclosed in the company's Form N-30B-2 filed on February 7, 2020.

 

 

CUSIP No. 92913A100SCHEDULE 13D/APage 5 of 6 Pages

 

  This Amendment No. 9 amends and supplements the statement on Schedule 13D filed with the SEC on 10/16/19, as amended by Amendment No.1 filed on 11/4/19, Amendment No. 2 filed 11/18/19, Amendment No. 3 filed 11/21/19, Amendment No. 4 filed on 12/23/19, Amendment No. 5 filed 1/10/20, Amendment No. 6 filed 1/29/20, Amendment No. 7 filed 2/5/20 and Amendment No. 8 filed 2/20/20; with respect to the common shares of Voya Prime Rate Trust.  This Amendment No. 9 amends Items 3, 4, and 5 as set forth below.
   
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated as follows:
   
  Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $169,355,137 was paid to acquire the Common Shares reported herein.
   
Item 4. PURPOSE OF TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  On March 3, 2020, Saba Capital CEF Opportunities 1, Ltd., a fund to which Saba Capital serves as the investment advisor, sent a letter to the Issuer giving notice of its intent to nominate ten individuals for election to the board of trustees of the Issuer at its 2020 annual meeting of shareholders.
   
Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 147,787,691 shares of common stock outstanding as of November 30, 2019, as disclosed in the company's Form N-30B-2 filed on February 7, 2020.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c) The transactions in the Common Shares effected since the filing of Amendment No. 8 by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.
   
(d) The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.
   
(e)

Not applicable.

 

CUSIP No. 92913A100SCHEDULE 13D/APage 6 of 6 Pages

  

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: March 4, 2020

 

  SABA CAPITAL Management, L.P.
   
  By:   /s/ Michael D’Angelo
 

Name: Michael D'Angelo

Title: Chief Compliance Officer

   
   
  SABA CAPITAL Management GP, LLC
   
  By:   /s/ Michael D’Angelo
 

Name: Michael D’Angelo

Title: Authorized Signatory

   
   
  BOAZ R. WEINSTEIN
   
  By:   /s/ Michael D’Angelo
  Name:  Michael D'Angelo
  Title:    Attorney-in-fact*

 

 

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823

  

 

 
 

Schedule A

 

This Schedule sets forth information with respect to each purchase and sale (excluding brokerage commissions) of Common Shares which was effectuated by the Reporting Persons since the filing of Amendment No. 8 on February 20, 2020. All transactions were effectuated in the open market through a broker.

 

Trade Date Common Stock
Purchased (Sold)		 Price Per Share Common Share ($)
3/4/2020 93,847 5.02
3/3/2020 94,358 5.02
3/2/2020 343,295 4.96
2/28/2020 203,088 4.90
2/27/2020 93,619 4.97
2/25/2020 138,025 5.05
2/21/2020 400 5.14
2/20/2020 595 5.15